legal procedure for mergers
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LEGAL PROCEDURES FOR MERGERS
& AMALGAMATION
PRESENTED BY ANAND MARDA
Legal Procedures
Procedure for Merger & Amalgamation(1) Scheme of amalgamation
APPOINTED DATEEFFECTIVE DATE
(2) Approval of Board of Directors for the scheme(3) Approval of the scheme by specialized financial
institutions/banks/trustees for debenture holders(4) Intimation to Stock Exchange about proposed
Amalgamation(5) Application to Court (6) High Court directions for members’ meeting(7) Approval of Registrar of High Court to notice for calling
the meeting of members/ creditors
(8) Dispatch of notices to members/ shareholders(9) Advertisement of the notice of members’
meetings(10) Confirmation about service of the notice(11) Holding the shareholders’ general meeting
and passing the resolutions(12) Filing of resolutions of general meeting with
Registrar of Companies(13) Submission of report by the chairman of the
general meeting to Court
(14) Submission of Joint petition to court for sanctioning the scheme
(15) Issue of notice to Regional Director(16) Hearing of petition and confirmation of
scheme(17) Filing of Court order with ROC by both
the companies(18) Transfer of the assets and liabilities(19) Allotment of shares to shareholders of
transferor company
(20) Listing of the shares at stock exchange(21) Court order to be annexed to
memorandum of transferee company(22) Preservation of books and papers of
amalgamated Co.(23) Withdrawal of the Scheme not
permissible
MERGERS AND ACQUISITION IN INDIA
Largest M&A Deals in India1. Tata Steel-Corus, $12.2 billion2. Vodafone-Hutchison Essar, $11.1 billion3. Hindalco-Novelis, $6 billion4. Ranbaxy-Daiichi Sankyo, $4.5 billion5. ONGC-Imperial Energy, $2.8 billion